Shardul Shah
DatadogAbout Shardul Shah
Shardul Shah (42) is an independent Class I director at Datadog, serving since November 2012; he is a Partner at Index Ventures (since 2008) with a focus on cloud infrastructure, security, and enterprise software, and holds a B.A. in Economics and Biology from the University of Chicago . He is affirmatively determined independent under Nasdaq standards and sits on the Audit and Nominating & Corporate Governance committees; he is not a committee chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Index Ventures | Partner | 2008–present | Focus on cloud infrastructure, security, enterprise software |
| Summit Partners | Associate | Prior to Index Ventures (dates not disclosed) | Investment experience |
| Datadog, Inc. | Director (Class I) | Since Nov 2012; current term expires at 2026 annual meeting | Audit; Nominating & Corporate Governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Multiple private technology companies | Director | Various (not disclosed) | Private company boards; details not disclosed |
| Public company boards | — | — | None disclosed in proxy |
Board Governance
- Independence: Board determined Shah is independent under Nasdaq rules .
- Committees: Audit member; Nominating & Corporate Governance member; not a chair .
- Board leadership: Dev Ittycheria is Lead Independent Director with defined responsibilities to shape agendas and executive sessions .
- Attendance: In FY2024, the board met 5 times; each director attended at least 75% of aggregate board/committee meetings on which they served .
- Staggered board: Datadog maintains a classified board with three-year staggered terms, which may delay or prevent management or control changes .
- Audit committee oversight: Includes review of related party transactions, cybersecurity and information security risks, internal controls, and auditor independence .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $15,822 |
| Stock Awards ($) | — (waived; none granted in 2024) |
| Total ($) | $15,822 |
Policy context: Standard non-employee director cash compensation is $50,000 (director), plus committee fees ($12,500 audit member; $10,000 compensation member; $6,000 nominating member), and $74,000 for Lead Independent Director in lieu of $50,000; paid quarterly, prorated for partial service . Directors may also elect RSU “retainer grants” in lieu of cash, and typically receive $250,000 annual RSUs vesting before next annual meeting; Shah elected to waive compensation for part of 2024 and had no RSUs outstanding at year-end .
Performance Compensation
| Component | FY 2024 |
|---|---|
| Annual Director RSU Grant (Policy) | $250,000 RSUs vesting by next annual meeting |
| Shardul Shah RSU Grant | None in 2024 (waived) |
| Performance Metrics | None; director equity is time-based, not performance-based |
Other Directorships & Interlocks
| Company | Relationship | Notes |
|---|---|---|
| Index Ventures | Partner | Venture investor; proxy discloses private boards; no Datadog-related transactions disclosed |
| Public directorships | — | None disclosed |
Expertise & Qualifications
- Venture capital expertise in infrastructure, security, and enterprise software; prior growth equity experience at Summit Partners .
- Audit committee financial literacy; audit committee members are required to read and understand fundamental financial statements .
- Long-standing Datadog board service since 2012 with committee engagement in governance and risk oversight .
Equity Ownership
| Metric | As of March 15, 2025 |
|---|---|
| Total beneficial ownership (shares) | 419,869 Class A (held by 2019 Shah Family Trust) |
| Ownership % of outstanding | <1% (asterisk in table) |
| RSUs outstanding | 0 (none disclosed at year-end) |
| Options outstanding | 0 (none disclosed at year-end) |
| Hedging/Pledging | Company policy prohibits hedging, short sales, margin purchases, and pledging for directors, officers, employees |
Governance Assessment
- Positive signals:
- Independent director with relevant domain expertise; active on Audit and Nominating committees .
- Audit committee oversight of related party transactions and cybersecurity; formal policies for RPT approval .
- Anti-hedging/pledging policy covers directors, enhancing alignment .
- Shah waived a portion of director compensation in 2024; at year-end had no director RSUs outstanding, suggesting low reliance on board pay .
- Prior say-on-pay approval was ~95%, indicating broad investor support for governance and pay practices .
- Watch items / potential red flags:
- Classified, staggered board structure explicitly may delay or prevent changes in control or management; investors often prefer annual elections .
- Long tenure (since 2012) can raise entrenchment concerns for some investors despite continued independence; ongoing committee evaluation of director performance is disclosed .
- No related-party transactions involving Shah are disclosed; continued audit committee oversight remains important as a venture investor with broad private board exposure .